QCA Response to the Takeover Panel - Statements of intention and related matters

31st October 2017

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Our Legal Expert Group contributed to our response to the Takeover Panel's consultation on statements of intention and related matters.

Overall, we supported the proposals put forward by the Panel and agreed that they struck the appropriate balance between the interests of offeror and offeree companies and offeree companies' stakeholders.

This notwithstanding, we questioned whether the phrase "any material change ... in the balance of the skills and functions of the employees and management" in the amended Rule 24.2(a)(ii) —and replicated in the new Note to Rule 2.7(c)(iv) - offered sufficient clarity to encourage specific disclosure by offerors of their intentions. We encouraged the Panel to clarify with regards to what type of disclosure an offeror should make in response to this requirement by way of explanatory note.

We also suggested the Panel deletes "in particular" in Rule 24.2 (a)(i) regarding the offeror stating its intentions for the offeree company's research and development functions. We commented that such a requirement would not likely be relevant to all offeree companies.

Click here to read our response (pdf)

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